Exhibit 5.1
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| | 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES |
 | | Beijing | | Moscow |
| | Boston | | Munich |
| | Brussels | | New York |
| | Century City | | Orange County |
| May 7, 2020 | | Chicago | | Paris |
| | Dubai | | Riyadh |
| | Düsseldorf | | San Diego |
| | Frankfurt | | San Francisco |
| | Hamburg | | Seoul |
| | Hong Kong | | Shanghai |
| | Houston | | Silicon Valley |
| | London | | Singapore |
| Intuit Inc. | | Los Angeles | | Tokyo |
| 2700 Coast Avenue | | Madrid | | Washington, D.C. |
| Mountain View, California 94043 | | Milan | | |
Re:Intuit Inc. – Registration Statement on FormS-4
Ladies and Gentlemen:
We have acted as special counsel to Intuit Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 12,730,838 shares of common stock, $0.01 par value per share (the “Shares”). The Shares are included in a registration statement on Form S–4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2020 (Registration No. 333–237944) (as amended, the “Registration Statement”) in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Halo Merger Sub I, Inc., Halo Merger Sub II, LLC, Credit Karma, Inc. (“Credit Karma”) and Shareholder Representative Services LLC, solely in its capacity as the Securityholder Representative thereunder, a copy of which is included as Annex A to the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related consent solicitation statement/prospectus contained therein, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable Credit Karma equityholders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Registration Statement and the Merger Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.
